NEW YORK--(BUSINESS WIRE)--Citigroup Inc. (“Citigroup”) today announced the commencement of
offers to purchase for cash certain of its notes of the series set forth
in the table below (each offer with respect to any series set forth in
the table below, an “Offer” and, collectively, the “Offers”).
We refer to our offer to purchase each series of Notes as an “Offer” and
collectively as the “Offers.” Each of the Offers with respect to each
series of Notes listed under “Fixed Spread Offers” in the table below is
being made on a fixed spread basis (each, a “Fixed Spread Offer”
and, collectively, the “Fixed Spread Offers”), and each of the
Offers with respect to each series of Notes listed under “Fixed Price
Offers” in the table below is being made on a fixed price basis (each, a
“Fixed Price Offer” and, collectively, the “Fixed Price Offers”).
The Notes have an aggregate principal amount outstanding of
approximately $18,436,573,000 as of November 21, 2012.

These Offers, currently totaling up to $910,000,000, reflect Citigroup’s
continued robust liquidity position and are consistent with its recent
liability management initiatives. Year-to-date, and excluding these
Offers, Citigroup has decreased its outstanding long-term debt by
approximately $13.9 billion through liability management initiatives,
including the previously announced redemptions of trust preferred
securities. Coupled with the ongoing natural maturing of long-term debt
that requires no refinancing, these initiatives result in lower
borrowing costs and reduce the overall level of Citigroup’s long-term
debt outstanding. Citigroup will continue to consider opportunities to
repurchase its long-term as well as short-term debt based on several
factors, including without limitation the economic value, potential
impact on Citigroup’s net interest margin and borrowing costs and the
overall remaining tenor of its debt portfolio.

Fixed Spread Offers

Principal

Maximum

Bloomberg

Exchange

Amount

Series

Reference U.S.

Reference

Early Tender

Fixed Spread

Title of Security

CUSIP / ISIN

Listing

Outstanding

Tender Cap

Treasury Security

page

Premium(1)

(basis points)

6.500% Senior Notes due 2013

172967EU1 / US172967EU16

Luxembourg Stock Exchange

$2,612,299,000

$125,000,000

0.250% Treasury due 10/31/2014

FIT1

$30

35

6.000% Senior Notes due 2013

172967FE6 / US172967FE64

Luxembourg Stock Exchange

$1,805,000,000

$100,000,000

0.250% Treasury due 10/31/2014

FIT1

$30

45

5.125% Senior Notes due 2014

172967CK5 / US172967CK51

Luxembourg Stock Exchange

$1,565,000,000

$150,000,000

0.250% Treasury due 10/31/2014

FIT1

$30

65

5.500% Senior Notes due 2014

172967EZ0 / US172967EZ03

Luxembourg Stock Exchange

$1,952,000,000

$25,000,000

0.250% Treasury due 10/31/2014

FIT1

$30

105

6.010% Senior Notes due 2015

172967FA4 / US172967FA43

Luxembourg Stock Exchange

$1,718,491,000

$25,000,000

0.375% Treasury due 11/15/2015

FIT1

$30

100

4.750% Senior Notes due 2015

172967FD8 / US172967FD81

Luxembourg Stock Exchange

$2,365,809,000

$25,000,000

0.375% Treasury due 11/15/2015

FIT1

$30

105

4.700% Senior Notes due 2015

172967CY5 / US172967CY55

Luxembourg Stock Exchange

$724,000,000

$10,000,000

0.375% Treasury due 11/15/2015

FIT1

$30

105

4.587% Senior Notes due 2015

172967FH9/ US172967FH95

Luxembourg Stock Exchange

$1,830,000,000

$25,000,000

0.375% Treasury due 11/15/2015

FIT1

$30

115

5.300% Senior Notes due 2016

172967DE8 / US172967DE82

Luxembourg Stock Exchange

$961,376,000

$25,000,000

0.750% Treasury due 10/15/2017

FIT1

$30

90

Fixed Price Offers

Principal

Maximum

Exchange

Amount

Series

Total

Tender Offer

Early Tender

Title of Security

CUSIP / ISIN

Listing

Outstanding

Tender Cap

Consideration(1)

Consideration(1)

Premium(1)

Floating Rate Senior Notes due 2013

172967FG1 / US172967FG13

Luxembourg Stock Exchange

$1,392,685,000

$150,000,000

$1,011.25

$981.25

$30

Floating Rate Senior Notes due January 2014

172967FL0 / US172967FL08

Luxembourg Stock Exchange

$979,913,000

$150,000,000

$1,012.50

$982.50

$30

Floating Rate Senior Notes due April 2014

172967FQ9 / US172967FQ94

Luxembourg Stock Exchange

$530,000,000

$100,000,000

$1,007.50

$977.50

$30

(1)

Expressed in U.S. dollars per $1,000 principal amount of the Notes.
We will also pay accrued and unpaid interest to, but not including,
the applicable Settlement Date (as defined below). The Early Tender
Premium (as define below) is included in the Total Consideration.

The Offers are being made pursuant to the offer to purchase, dated
November 21, 2012 (the “Offer to Purchase,” as may be amended or
supplemented from time to time), and the related letter of transmittal
(the “Letter of Transmittal,” as may be amended or supplemented
from time to time) which set forth in more detail the terms and
conditions of the Offers.

The Offers will expire at 11:59 p.m., New York City time, on December
19, 2012, unless extended or earlier terminated (such date and time, as
the same may be extended with respect to the Offers, the “Expiration
Date”). Subject to the terms and conditions set forth in the Offer
to Purchase, Holders of Notes that are validly tendered on or prior to
5:00 p.m., New York City time, on December 5, 2012, unless extended
(such date and time with respect to an Offer, as the same may be
extended with respect to such Offer, the “Early Tender Date”) and
accepted for purchase shall be entitled to receive the total
consideration indicated in the table above with respect to the Fixed
Price Offer or calculated in the manner set forth in the Offer to
Purchase with respect to the Fixed Spread Offers (the “Total
Consideration”), which includes an early tender premium of $30.00
per $1,000 principal amount of Notes of each series accepted for
purchase (the “Early Tender Premium”). The Total Consideration
with respect to each series of Notes subject to the Fixed Spread Offers
will be calculated at 2:00 p.m., New York City time, on December 6, 2012.

Subject to the terms and conditions set forth in the Offer to Purchase,
Holders of a series of Notes that are validly tendered after the Early
Tender Date but before the Expiration Date and accepted for purchase
will receive only the applicable tender offer consideration, which is
equal to the Total Consideration applicable to that series of Notes
minus the Early Tender Premium (the “Tender Offer Consideration”).

Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York
City time, on December 5, 2012, unless extended (such date and time with
respect to an Offer, as the same may be extended with respect to such
Offer, the “Withdrawal Date”), but not thereafter.

Citigroup is offering to purchase up to an aggregate principal amount of
each series of Notes equal to the Maximum Series Tender Cap set forth in
the table above. If the aggregate principal amount of Notes of any
series validly tendered in an Offer exceeds the Maximum Series Tender
Cap for such series, then, subject to the terms and conditions of the
Offers, Citigroup will accept tendered Notes of such series on a pro
rata basis as described in the Offer to Purchase.

Payment for Notes tendered prior to the Expiration Date and accepted for
purchase will be made on the settlement date, which is anticipated to be
December 24, 2012 (such date, unless the Offers are extended, the “Settlement
Date”). Payment for purchased Notes will include accrued and unpaid
interest from, and including, the last interest payment date for the
Notes up to, but not including the Settlement Date.

Subject to applicable law, Citigroup may increase the Maximum Series
Tender Cap for one or more series of Notes at any time prior to the
Settlement Date. Such increase need not be made equally or on a pro rata
basis among the Maximum Series Tender Caps for all series of Notes.

The obligation of Citigroup to accept for purchase, and to pay the
Tender Offer Consideration or the Total Consideration, as the case may
be, for Notes validly tendered pursuant to the Offers is subject to, and
conditional upon, the satisfaction or, where applicable, waiver of a
number of conditions described in the Offer to Purchase, including the
condition that Holders validly tender an aggregate principal amount of
each series of Notes equal to the Maximum Series Tender Cap applicable
to each such series of Notes (the “Minimum Tender Condition”).
Citigroup reserves the right, in its sole discretion, to waive any one
or more of the conditions, including the Minimum Tender Condition, at
any time.

Citigroup has retained its affiliate Citigroup Global Markets Inc. to
serve as the dealer manager for the Offers. Global Bondholder Services
Corporation has been retained to serve as the depositary and information
agent with respect to the Notes.

For additional information regarding the terms of the Offers, please
contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll
free) or (212) 723-6106. Requests for documents and questions regarding
the tender of Notes may be directed to Global Bondholder Services
Corporation at (866) 873-7700 (toll free) or (212) 430-3774 (collect).

The Offer to Purchase and related Letter of Transmittal are expected to
be distributed to holders of Notes and published on the website of the
Luxembourg Stock Exchange (www.bourse.lu)
beginning November 22, 2012. Copies of the Offer to Purchase and the
Letter of Transmittal may also be obtained at no charge from Global
Bondholder Services Corporation.

None of Citigroup, its boards of directors, the dealer manager, the
depository or the information agent makes any recommendation as to
whether any holder of the Notes should tender or refrain from tendering
all or any portion of the principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to
buy any of these Notes nor is it a solicitation for acceptance of any of
the Offers. Citigroup is making the Offers only by, and pursuant to the
terms of, the Offer to Purchase and the related Letter of Transmittal.
The Offers are not being made to (nor will tenders of Notes be accepted
from or on behalf of) holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This
announcement must be read in conjunction with the Offer to Purchase and,
where applicable, the related Letter of Transmittal.

United Kingdom. The communication of the Offer to Purchase
and any other documents or materials relating to the Offers is not being
made and such documents and/or materials have not been approved by an
authorized person for the purposes of Section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made
to those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)
or within Article 43(2) of the Order, or to other persons to whom it may
lawfully be communicated in accordance with the Order.

Citigroup, the leading global bank, has approximately 200 million
customer accounts and does business in more than 160 countries and
jurisdictions. Citigroup provides consumers, corporations, governments
and institutions with a broad range of financial products and services,
including consumer banking and credit, corporate and investment banking,
securities brokerage, transaction services, and wealth management.
Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation the
anticipated consummation and successful completion of the Offers
(including the satisfaction of the conditions described in the Offers to
Purchase), the possible amendment, extension or abandonment of one or
more of the Offers, and Citigroup’s successful execution of its
liability management strategy, are “forward-looking statements”
within the meaning of the rules and regulations of the U.S. Securities
and Exchange Commission. These statements are based on management’s
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from those included
in these statements due to a variety of factors, including without
limitation (i) the level of participation in the Offers, and (ii) the
precautionary statements included in this release and those contained in
Citigroup’s filings with the U.S. Securities and Exchange Commission,
including without limitation the “Risk Factors” section of Citigroup’s
2011 Annual Report on Form 10-K.